NanoVibronix, Inc.
525 Executive Blvd.
Elmsford, New York 10523
(914) 233-3004
| May 21, 2019 |
Via EDGAR Correspondence
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.W.
Washington, D.C. 20549
Re: NanoVibronix, Inc.
Registration Statement on Form S-3
Initially Filed December 31, 2018
File No. 333-229106
Ladies and Gentlemen:
NanoVibronix, Inc. (the “Company”) is enclosing herewith an acceleration request with respect to the above captioned registration statement. In connection with such request, the Company hereby acknowledges that:
| ● | should the Commission or the staff, acting pursuant to delegated authority, declare the registration statement effective, it does not foreclose the Commission from taking any action with respect to the registration statement; |
| ● | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the registration statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the registration statement; and |
| ● | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| Very truly yours, | |||
| NanoVibronix, Inc. | |||
| By: | /s/ Stephen Brown | ||
| Name: Stephen Brown | |||
| Title: Chief Financial Officer | |||
| cc: | Brian Murphy, Chief Executive Officer, NanoVibronix, Inc. |
Aurora Cassirer, Esq. Troutman Sanders, LLP
Joseph Walsh, Esq., Troutman Sanders, LLP
NanoVibronix, Inc.
525 Executive Blvd.
Elmsford, New York 10523
(914) 233-3004
| May 21, 2019 |
Via EDGAR Correspondence
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.W.
Washington, D.C. 20549
Re: NanoVibronix, Inc.
Registration Statement on Form S-3
Initially Filed December 31, 2018
File No. 333-229106
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, the undersigned registrant under the above-referenced registration statement hereby requests acceleration of the effective date of the registration statement to May 23, 2019, at 4:00 p.m., New York time, or as soon as practicable thereafter. Please notify our outside counsel, Joseph Walsh, Esq., by phone at (212) 704-6030, by fax at (212) 704-5919, or by email atjoseph.walsh@troutman.com of the date and time that the registration statement has been declared effective.
| Very truly yours, | |||
| NanoVibronix, Inc. | |||
| By: | /s/ Stephen Brown | ||
| Name: Stephen Brown | |||
| Title: Chief Financial Officer | |||
| cc: | Brian Murphy, Chief Executive Officer, NanoVibronix, Inc. |
Aurora Cassirer, Esq. Troutman Sanders, LLP
Joseph Walsh, Esq., Troutman Sanders, LLP
